Galaxy Bearings Ltd Directors Report.

To.

Dear Shareholders,

The Directors have pleasure in presenting the 28lh Annual Report of your Company together with the Audited Financial Statement for the financial year ended 3Is* March, 2018.

FINANCIAL SUMMARY

fRs. in lacs except per equity share data!

Particulars

For the Year ended

31.03.2018 31.03.2017
Total Revenue 5447.90 4579.24
Profit / (Loss) before Interest and Depreciation 785.32 713.79
Less: Finance Cost 109.14 126.68
Profit/(Loss) Before Depreciation 676.18 587.11
Less: Depreciation and Amortisation Expense 118.89 137.19
Profit /(Loss) Before Tax 557.29 449.92
Provision for taxation
Less: Current Tax 207.33 158.00
Less: Short / (Excess) Provision of Income Tax of earlier years (9.10) (0.59)
Less: Deferred Tax Liability / (Assets) (T55) (5-61)
Net Profit /(Loss) After Tax 360.61 298.12
Balance of Surplus brought forward from previous year 1831.61 1543.84
Add/(Less): Other Comprehensive income 1.30 (10.35)
SURPLUS CARRIED TO BALANCE SHEET 2193.52 1831.61
GENERAL RESERVE 16.89 16.89
TOTAL RESEREVES & SURPLUS 2210.41 1848.50
Paid up Share Capital 318.00 318.00
Net worth 2528.41 2166.50

REVIEW OF OPERATIONS

During the year under review, total revenue of your Company has increased to Rs. 5447.90 lacs as against Rs. 4579.24 lacs in the previous year and net profit of the company for the year has increased to Rs. 360.61 lacs as compared to 298.12 lacs for the previous year.

DIVIDEND

As a matter of sound accounting practice and management philosophy; your Directors are of the opinion to make sound economic base for the Company and in order to conserve the resources; do not recommend any dividend for the year under review.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2018 was 318.00 Lacs. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDI.) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, Members arc requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid.

AMOUNTS TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to General Reserve of the company. The Company earned net profit of Rs. 360.61 which has been transferred to surplus in the statement of profit and loss account. Thus total reserve and surplus stood Rs. 2210.41 l,acs at the end of the year.

INDIAN ACCOUNTING STANDARD (IND AS)

The Ministry of Corporate Affairs (MCA) vide its notification in the official Gazette dated 16,h February, 2015, notified the IND AS applicable to certain class of the companies. IND AS has replaced the existing Indian GAAP prescribed under section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. The Company adopted Indian Accounting Standards ("Ind AS") with effect from 01st April, 2017 (transition date being 01st April, 2016). This is the first year of implementation of die Indian Accounting Standards. The financial statements for the year ended on 31st March, 2018 have been prepared in accordance with the Indian Accounting Standards (Ind AS). The financial statements for the year ended on 31st March, 2017 have been rccastcd in accordance with Ind AS for comparative information.

INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels. PUBLIC DEPOSITS

During the year under review your company has not accepted or nor renewed any deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

SUBSIDIARIES

The Company does not have any subsidiary company during the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board consists of executive and non-executive directors including Independent directors who have wide and varied experience in different disciplines of corporate functioning.

Pursuant to section 152 of the Companies Act, 2013, Mr. Navinchandra M. Patel (having DIN: 00016860), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. The Directors recommend his re-appointment.

In view of SEBI Notification dated 09,h May, 2018 amending SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 & introducing new Sub Regulation 17(A) to be effective from 01st April, 2019, which provides that a listed entity shall not appoint a person or continue the directorship of any person as Non-Executive Director who has attained the age of 75 years unless a special resolution is passed to that effect. Hence a resolution to this effect has been included in the notice of AGM in respect of Mr. Vinodrai H. Kansagara, who has already exceeded age of 75 years before coming into effect of said notification.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the requirement of Section 149(7) of the Companies Act, 2013, the Independent Directors have submitted their declaration to the Board that they meet the criteria of independence as stipulated in Section 149(6) of the Companies Act, 2013.

BOARD AND COMMITTEE MEETINGS

A. Board Meetings

During the year, Six(6) meetings of the Board of Directors were convened and held on 26th May, 2017, 11th August, 2017, 14th September, 2017, 08th December, 2017,12th January, 2018, and 12th February, 2018. The intervening gap between two consecutive meetings was not more than one hundred and twenty days. Details of composition of the Board as on 31st March, 2018 and attendance of the directors at the meeting during the year under review are given below:

Name of Directors Category No. of meeting attended during the year
Mrs. Jyotsnabcn S. Vachhani (Chairperson) NEID 5
Mr. Vinodrai H. Kansagara NED 4
Mr. Bharatkumar K. Ghodasara ED 5
Mr. Navinchandra M. Patel NED 3
Mr. Rashmikant V. Bhalodia NED 3
Mr. Jitendra V. Shah NEID 3
Mr. Pradip C. Khetani NEID 4
Mr. Shetal D. Gor NED 1
Mr. Tuhina R. Bcra NED 1

B. Audit Committee Meetings

During the Financial Year 2017-18, Five (5) meetings of the Audit Committee were held on 25th May, 2017, 10,h August, 2017, 13th September, 2017, 07lh December, 2017 and 10th February, 2018. Details of composition of the Committee as on 31sl March, 2018 and attendance of the members at the meeting during the year under review are given below:

Name of Directors Designation Category No. of meeting attended during the year
Mrs. Jyotsnaben S. Vachhani Chairperson NEID 5
Mr. Jitendra V. Shah Member NEID 5
Mr. Pradip C. Khetani Member NEID 5

C. Stakeholders Relationship Committee

During the Financial Year 2017-18, Four (4) meetings of the Stakeholders Relationship Committee were held on 25th May, 2017, 10th August, 2017, 07,h December, 2017 and 10th February, 2018. Details of composition of the Committee as on 31st March, 2018 and attendance of the members at the meeting during the year under review are given below:

Name of Directors Designation Category No. of meeting attended during the year
Mrs. Jyotsnaben S. Vachhani Chairperson NEID 4
Mr. Jitendra V. Shah Member NEID 4
Mr. Vinodrai H. Kansagara Member ED 2
Mr. Bharatkumar K. Ghodasara Member ED 3

D. Nomination and Remuneration Committee

During the Financial Year 2017-18, two (2) meetings of the Nomination and Remuneration Committee were held on 25th May, 2017 and 10th August, 2017. Details of composition of the Committee as on 31st March, 2018 and attendance of the members at the meeting during the year under review are given below:

Name of Directors Designation Category No. of meeting attended during the year
Mr. Jitendra V. Shah Chairman NEID 2
Mrs. Jyotsnaben S. Vachhani Member NEID 2
Mr. Pradip C. Khetani Member NEID 2

E. Risk Management Committee

There was no requirement to hold Risk Management Committee meeting during the Financial Year 2017-18. Details of composition of the Risk Management Committee as on 31st March, 2018 are given below:

Name of Directors Designation Category
Mr. Bharatkumar K. Ghodasara Chairman ED
Mr. Navinbhai M. Patel Member NED
Mr. Rashmikant V. Bhalodia Member NED

F. Separate Meeting of Independent Directors

A separate meeting of Independent Directors of the Company, without the attendance of Non-Independent Directors and members of management, was held on 17th March, 2018, as required under the Companies Act, 2013 and Regulation 25(3) of the Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015. At the Meeting, the Independent Directors:

• Reviewed the performance of Non-Independent Directors and the Board as a whole;

• Reviewed the performance of the Chairman of the Company, taking into account the views of Executive Director and Non-Executive Directors; and

• Assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

The Board has carried out an Annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees. The Boards functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning. Directors were evaluated on aspects such as attendance and contribution at Board/Committce Meetings and guidance/ support to the management outside Board/Committee Meetings. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 134(3) (c) of the Companies Act, 2013, your Directors confirm that:

a) In preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that arc reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHAN GE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is annexed herewith as ‘Annexure - V.

PARTICULARS OF EMPLOYEES

The particulars of employees in accordance with the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(1) of die Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, is annexed herewith as ‘Annexure - 2.

The particulars of employees falling under the purview of Section 197 read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are NIL.

STATUTOR Y AUDITORS

M/s. Samir M. Shah & Associates (Firm Reg. No. 122377W), Chartered Accountants, were appointed as Statutory Auditors of the company at the 27th Annual General Meeting to hold office for a period of 5 years viz. from the conclusion of 27th AGM of Company up to conclusion of 32nd AGM.

The Auditors Report for the year ended 31st March, 2018 and the notes forming part of the accounts referred to in the Auditors Report are self-explanatory and give complete information. The Auditors Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Jignesh Kotadiya & Co., Practising Company Secretaries to undertake the Secretarial Audit of the Company.

Secretarial Audit Report for the year ended 31st March, 2018 as per Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure - 3. It does not contain any qualification, reservation or adverse remark except for Non-appointment of Company Secretary. The Company is seeking eligible candidate to appoint as a Company Secretary.

EXTRACTS OF ANNUAL RETURN

The extract of Annual Return in Form No. MGT - 9 as per Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of Companies (Management and Administration) Rules, 2014 is annexed herewith as Annexure - 4.

NOMINATION AND REMUNERATION POLICY

The policy of the Company on Nomination and Remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and other employees under Sub section (3) of Section 178 of the Companies Act, 2013, is annexed herewith as Annexure - 5.

VIGIL MECHANISM/WHISTLEBLOWER POLICY

The company has established a Vigil Mechanism (Whistle Blower Policy) for Directors and Employees to report about unethical behavior, actual or suspected fraud. The mechanism provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism. In exceptional cases, Directors and employees have direct access to the Chairman of the Audit Committee.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an anti sexual harassment policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Rcdressal) Act, 2013. During the year under review, no complaints were received by the Company related to sexual harassment.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

As per regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 various regulations related to Corporate Governance under SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 not applicable to the company for the financial year 2017-18. The Management Discussion and Analysis is made a part of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

During the year under review, the company has not given any loans or guarantees or provided security(ies) and has not made any investments covered under the provisions of section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

During the year, the Company did not enter into any contract/arrangement/transaction with related parties.

RISK MANAGEMENT POLICY

The Board reviews the risks associated with the Company every year while considering the business plan. Considering the size of the Company and its activities, it is felt that the development and implementation of a risk management policy is not relevant to the Company and in the opinion of the Board there are no risks which may threaten the existence of the Company

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not applicable to the company for the financial year 2017-18.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate internal control system to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company.

LISTINGS OF SHARES

The Equity shares of the Company are presently listed with the BSE, i.e. The Bombay Stock Exchange Ltd. The Company has paid annual listing fees for the year 2018-19 to BSE.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant/material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its operations in future.

MATERIAL CHANGES

No material Changes have taken place since the closure of the financial accounts up to the date of the report, which may substantially affect the financial performance, or the statement of the Company.

ACKNO WLEDGEMENTS

Your Directors wish to thank all the employees of the Company for their dedicated service during the year. They would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from Shareholders, Investors, Dealers, Suppliers, Customers, Corporation, Government authorities, Bankers and other stakeholders.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Date: 13th August, 2018 Mr. Bharatkumar K. Ghodasara Mr. Vinodrai H. Kansagara
Place: Ahmedahad [Whole-time Director) (Director)
DIN:00032054 DIN:00015696